Rane Holdings Ltd Directors Report

Your Board of Directors hereby present to you the Eighty Eighth Annual Report covering the operational and financial performance together with the accounts for the year ended March 31, 2024 and other prescribed particulars.

1. State of Companys affairs

The financial year 2023-24 saw a pick-up in the business at the backdrop of a robust growth of the Indian and global economy. The automotive and auto components industry faced supply chain challenges due to semiconductor shortage, shipping and logistics constraints.

Continued focus on productivity and quality improvements by the operating companies in the group during the year yielded desired results. The capacity utilization in all the plants improved significantly. The group companies scaled up the production in line with the demand and worked on several cost optimization measures to mitigate the inflationary environment. The companies continued to enhance customer relationships and increased business share across several customers.

1.1. Financial Performance

Investment profile of your Company is across the various Group Companies engaged / serving the automotive industry, as detailed below:

Sl. No.	Name of investee Company	Products / Services	Shareholding
Subsidiary companies
1	Rane (Madras) Limited (RML)	Steering gear products, steering and suspension linkages, Light metal casting products and other articles of aluminium.	71.77%
	Step Down Subsidiaries
	- Rane (Madras) International Holdings B.V., The Netherlands - (RMIH)	Holds strategic overseas investments	100.00%
	- Rane Automotive Components Mexico S de R.L. de C.V. (RACM)1.	Steering and linkage auto components	100.00%
2	Rane Engine Valve Limited (REVL)	Engine valves, valve guides and tappets	58.29%
3	Rane Brake Lining Limited (RBL)	Brake linings, disc pads, clutch facing and clutch button	50.03%
4	Rane Holdings America Inc. USA (RHAI)	Providing business development services in North American region for Rane Group Companies	100.00%
5	Rane Holdings Europe GmbH, Germany (RHEG)	Providing business development and other related support services for Rane group companies in the European region	100.00%
Joint Venture / Associate Companies
7	ZF Rane Automotive India Private Limited (ZRAI)	Hydraulic steering gear, Hydraulic pumps, seat belt and air bags	49.00%
	- ZF Rane Occupant Safety Systems Private Limited (ZROS) (Subsidiary of ZRAI)	Seat belts, seat webbings, airbags, airbag modules, inflators, crash sensors safety electronic systems,	100.00%
	- TRW Sun Steering Wheels Private Limited (TSSW) (Subsidiary of ZRAI)2	Manufacture of Steering Wheels	100.00%
8	Rane NSK Steering Systems Private Limited (RNSS)	Manual steering columns and electric power steering.	49.00%

Notes:

1. RACM became a wholly owned subsidiary of RML w.e.f September 28, 2023.

2. TSSW became a wholly owned subsidiary of ZRAI w.e.f March 28, 2024.

3. Rane Light Metal Castings Inc. USA (RLMCA) ceased to be a step-down subsidiary of the Rane (Madras) Limited (RML) / part of the Rane Group w.e.f September 14, 2023.

4. eTrans t4u Private Limited (formerly known as Rane t4u Private Limited) (t4u) ceased to be a subsidiary w.e.f July 19, 2023.

The Companys three main income streams are Dividend from investments, Trademark fee out of ‘RANE trademark ownership and Service fees from Rane Group Companies. The Company provides services in areas of Management consultancy, Information Technology, Business Development and Human Resource training, which are unique and tailor-made to each of the Rane Group Companies in line with each subsidiaries and Joint Venture / Associate Companies vision and mission, business goals and operating models.

The Company on June 27, 2023, converted remaining 1,71,821 warrants out of the 5,15,463 warrants into equivalent number of shares having a face value of 10/- each of REVL on payment of up to 3.75 crore, being the warrant subscription price (i.e. 75% of the issue price of 291.00/- per warrant). The warrants were convertible in one or more tranches within a period of eighteen (18) months from the date of allotment of warrants.

During the year, the RHL divested its entire shareholding in its subsidiary viz. t4u in exchange forwhichtheCompanyhas,beenallotted8,62,505 (Eight lakhs sixty-two thousand five hundred and five) Equity Shares having face value of 10/- each of eTrans Solutions Private Limited representing 11.94% of equity share capital. Consequently, Rt4u ceased to be a subsidiary effective July 19, 2023.

During the period under review, there was no change in management or control of RHL in Rane Group Companies, except for change of shareholding in REVL as discussed above. The standalone financial highlights for the year under review are as follows:

Particulars	2023-24	2022-23
Revenue from Operations	146.86	117.66
Other Income	3.61	0.53
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	98.79	71.93
Less: Depreciation / Amortisation	5.08	4.37
Profit / loss before Finance Costs, Exceptional items and Tax Expense	93.71	67.56
Less: Finance Costs	4.67	5.61
Profit / loss before Exceptional items and Tax Expense	89.04	61.95
Add / (less): Exceptional items	(2.96)	(2.92)
Profit / (loss) before Tax Expense	86.08	59.03
Less: Tax Expense (Current & Deferred)	13.02	10.73
Profit / (loss) for the year (1)	73.06	48.30
Total Other Comprehensive Income / loss (2)*	(0.33)	(0.32)
Total (1+2)	72.73	47.98
Balance of profit / loss for earlier years	128.64	106.16
Less: Transfer to Reserves	(80.10)	(8.37)
Less: Dividend paid on Equity Shares	(24.27)	(17.13)
Balance carried forward	97.00	128.64

*Re-measurement of defined benefit plans (net) recognised as part of retained earnings

The Key Performance Indicators, operational performance and balance sheet summary are furnished in page no 1 of this annual report and significant changes in key ratios are discussed in Management Discussion and Analysis Report and notes to the financial statements.

The total standalone income of the Company was 150.47 crores, increase by 27.31% compared to the previous year, due to increase in trade mark fee, service fee and dividend income. The Company netted a Profit After Tax (PAT) of 73.06 crores, which is 48.55% of the turnover for FY 2023-24 and this has resulted in Earnings per

Share (EPS) of 51/- for FY 2023-24 as against an EPS of 34/- for previous Financial Year.

There was no material change or commitments, affecting the financial position of the Company between the end of the financial year of the Company and date of the report other than those disclosed in the financial statements section of this Annual Report. There was no change in the nature of business during the year.

1.2. Appropriation

An amount of 97.00 crores of the profit is available for appropriation as at the end of

FY 2023-24. The Board of Directors, taking into consideration, the operational performance and financial position of the Company, have recommended a dividend of 250% (i.e., 25/- per share of 10/- each, fully paid-up) for approval of shareholders at the ensuing 88^th Annual General Meeting (AGM) scheduled to be held on August 02, 2024. The total dividend paid/ payable on equity shares for FY 2023-24 would be 35.69 Crores.

On declaration of the dividend by the shareholders, it will be paid on August 12, 2024 to all the eligible shareholders, whose name appears in the register of members of the Company as on July 26, 2024, being the Record Date fixed for this purpose, subject to deduction of Date fixed for this purpose, subject to deduction of tax at source where applicable. The total of dividend paid / payable for the FY 2023-24 would be 25/- per equity share of a face value of 10/- each. This represents a pay-out ratio of 49%.

Considering the above, a sum of 25.61 Crores has been approved by the Board for transfer to reserves.

The dividend pay-out is in accordance with the Companys Dividend Distribution Policy. The policy is available under the Corporate Governance Section on the Investors page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/

1.3. Credit rating

The Companys financial management and its ability to service financial obligations in a timely manner, has been re-affirmed by ICRA Limited for its credit facilities during the year under review and this has been disclosed to stock exchanges and made available on the Companys website. The Corporate Governance section of this annual report carries the details of credit rating.

1.4. Share Capital

During the year under review, there was no change in capital structure of the Company and as at the year ended March 31, 2024, the paid-up capital of the Company stood at 14,27,78,090 consisting of 1,42,77,809 equity shares having face value of 10/- each fully paid up.

1.5. Management Discussion & Analysis

The business of your company is to hold strategic investment in subsidiaries and Joint Ventures / Associate Companies (collectively called ‘Rane Group) engaged in the manufacturing and marketing of components for the transportation industry and also provide services unique to Rane Group. A detailed analysis of the automotive industry, group companies performance, internal control systems and risk management process etc. are presented in the ‘Management Discussion & Analysis report forming part of this annual report and are provided in ‘Annexure A.

1.6. Subsidiaries, Associate and Joint Venture Companies

The Management Discussion and Analysis section of the Annual Report contains the financial highlights of performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the Company.

1.7. Consolidated financial statements

The consolidated financial statements are prepared as per the following methodology specified under applicable accounting standards: (a) Subsidiary companies – each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. Non-Controlling interests have been appropriately considered.

(b) Joint Venture / Associate Companies – Share of profits based on the percentage of share held has been consolidated.

The consolidated financial statements of the Company are prepared based on the financial statement of the subsidiary companies and Joint Venture / Associate Companies, for the year ended March 31, 2024. In case of three subsidiaries (including a step-down subsidiary), of whom the financial statements as certified by the management has been taken into consideration for the purpose of consolidation.

The salient features of financial statement of these subsidiary companies are provided in form AOC-1 forming part of this annual report in terms of the provisions of Section 129(3) of the Companies Act, 2013 ("Act"). The Company will make available a soft copy of the annual report and annual accounts of the subsidiary Companies to any member on request of the same in accordance with the provisions of Section 136 of the Act. Further, the annual financial statements of the subsidiary Companies have been made available in the website of the Company at www.ranegroup.com.

2. Board of Directors, Committees and Management 2.1. Composition

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,

Corporate Social Responsibility Committee and Risk Management Committee, are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. The Board of Directors have also constituted an Executive Committee and a Finance Committee. The Corporate Governance Report given in ‘Annexure E to this report contains the composition of the Board of Directors of the Company and its Committees. The following are the details of change in composition of the Board of Directors and its Committees. a. Dr. Brinda Jagirdar (DIN:06979864) who has been initially appointed as an Additional Director (Independent) by the Board of Directors, was appointed as an Independent Director of the Company for a consecutive period of five years i.e. with effect from May 12, 2023 upto February 29, 2028, by the shareholders at its 87^th Annual General Meeting of the Company held on meeting held on August 04, 2023. b. Dr. Sheela Bhide (DIN:01843547), Independent Director, retired as per the retirement policy of the Company, effective from May 12, 2023. Consequent to her retirement, she ceased to be a chairman of the Stakeholders Relationship Committee and member of the Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. The Board places on record its appreciation for the valuable advice and guidance rendered by her during her tenure especially on various strategic matters. c. Appointment of Mr. Muthiah Murugappan Murugappan (DIN:00170478) as an Independent Director has been recommended by the Board of Directors on May 15, 2024, based on recommendations of the Nomination and Remuneration Committee. The approval of the share holders of the Company is being sought at the ensuing Annual General Meeting for his appointment as an Independent Director in the first term of 5 (five) consecutive years with effect from August 02, 2024. d. Mr. Pradip Kumar Bishnoi (DIN:00732640) holds the office of Independent Directorin first term of five consecutive years upto the conclusion of this AGM. Based on the recommendations of the Nomination and Remuneration Committee, his re-appointment for a second term effective from conclusion of this AGM till July 01, 2026 has been considered by the board of directors and proposed for shareholders approval by way of special resolution.

The terms and conditions of appointment of Independent Directors have been disclosed under the Corporate Governance Section on the Investors page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/ All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and Regulation 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), as amended from time to time. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the proficiency test, if applicable to them. The Board of Directors at its first meeting of the FY 2023-24 has taken on record the declarations and confirmations submitted by the Independent Directors. During the year, the Board had not appointed any person as an Alternate Director for an Independent Director on the Board. The Company has obtained a certificate from a Company Secretary in Practice that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Harish Lakshman (DIN:00012602) retires by rotation at the ensuing 88^th Annual General Meeting (AGM) and being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Harish Lakshman as a director is included in the notice convening the 88^th AGM.

2.3. Board and Committee meetings

ThescheduleofmeetingsoftheBoardofDirectors and Committees of the Board is circulated to the Directors in advance. During the year, six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The gap between any two consecutive meetings of the Board of Directors was less than 120 days. The details of Committee meetings are provided in the Corporate Governance report. For eligible matters, the Board / its committees may also accord approvals through resolutions passed by circulation, between two meetings.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess the quality, quantity, timeliness of flow of information between the management and the Board and review the performance of the Non-Independent Directors. The Independent Directors expressed that the current flow of information was timely which enabled them to superior quality and to effectively perform their duties and that they are satisfied with the performance of Non-Independent Directors.

2.5. Board evaluation

The annual evaluation of the performance of the Board, functioning of its committees, individual Directors, Managing Director and the Chairman of the Board was carried out based on the criteria formulated by the Nomination and Remuneration Committee.

To all the directors, a structured questionnaire was sent seeking feedback and any comments on various parameters as recommended by the Nomination and Remuneration Committee. As regards evaluation of the functioning of the Board as a whole, including Committee(s) thereof, key focus areas for evaluation were on aspects like Board diversity and skill set to review strategies, risk management dimensions and processes, flow of information, adequacy and timeliness of agenda materials, effectiveness of presentations and more importantly the processes of reviewing strategic matters, annual operating plan, strategic business plan and guiding the management. The performance of the Individual Directors, including Independent Directors were evaluated through peer evaluation. The performance of Chairman was also evaluated on countenances such as ensuring top-level policy framework, creating an open environment for exchange of views besides ensuring effective mechanism for implementing board action points.

In forming the evaluation criteria of Directors, attributes such as commitment, competency and sectoral knowledge, contributions to Board decisions and discussions and staying up to date on recent trends, being aware of macrolevel developments and networking skills were considered.

The feedback outcomes including comments / suggestions, along with action plans, if any, on matters requiring attention of the board were discussed by the Chairman.

The evaluation framework includes mechanism to share evaluation feedback on individual Directors to the Nomination and Remuneration Committee, wherever required.

The performance review of Non-Independent Directors were carried out by the Independent Directors in their separate meeting held during the year.

2.6. Familiarisation program for Independent Directors

The details of familiarisation programmes for Independent Directors have been disclosed under the Corporate Governance Section on the Investors page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/

2.7. Key Managerial Personnel (KMP) & Senior Management Personnel (SMP)

During the year under review, there are no changes in the Key Managerial Personnel of the Company.

As at year end March 31, 2024, Mr. L Ganesh, Chairman & Managing Director, Mr. Harish Lakshman, Vice-Chairman & Joint Managing Director, Mr. Siva Chandrasekaran, Secretary and Mr. M A P Sridhar Kumar, Chief Financial Officer hold the office of Key Managerial Personnel (KMP), respectively, within the meaning of Section 2(51) of the Act.

As regards Senior Management Personnel, the following were the change during the year: Mr. R Venkatanarayanan (President) retired from his service effective October 31, 2023.

The SMPs other than KMPs, as at the year ended March 31, 2024 are Dr. P A Padmanabhan (President - Finance) Mr._ Rajesh Raghavan (President - Corporate Services), Mr. V Ramasubramanian (HR Head).

2.8. Remuneration policy

The policy contains criteria for determining positive qualifications, positive attributes and independence of a director and also covers aspects of remuneration which is reasonable and sufficient to attract, retain and motivate Directors / employees of the quality required to run the Company successfully.

The policy on appointment and remuneration of Directors, KMP and SMP as laid down by the NRC of the Board has been disclosed under the Corporate Governance Section on the Investors pageonthewebsiteofthecompanyattheweb-link: https://ranegroup.com/investors/rane-holdings-limited/.

There has been no change in the policy during the FY 2023-24.

In accordance with the said policy, approval obtained from the shareholders in terms of Regulation17(6)(e)oftheSEBI(ListingObligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) at the 84^th AGM held on August 14, 2020, for payment of remuneration in excess of 5% of net profits of the Company to Mr. L Ganesh, Chairman and Managing Director and Mr. Harish Lakshman, Vice-Chairman and Joint-Managing Director.

The details of remuneration paid / payable to the Directors during the Financial Year 2023-24 is furnished in the Corporate Governance Report annexed to this report of the Board.

3. Audit and allied matters 3.1. Audit Committee

The composition, terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance Report section of the Annual Report. The Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Act and Regulation 18 of SEBI LODR and other applicable provisions of SEBI LODR, as amended from time to time.

3.2. Statutory Auditor

M/s. B S R & Co., LLP (BSR) (Firm Registration Number 101248W/W-100022) were appointed in their first term as Statutory Auditors at the 84^th AGM held on August 14, 2020, for a period of five years i.e., until the conclusion of the 89^th AGM (2025).

BSR has confirmed that they do not suffer from any disqualification under Section 141 of the Companies Act, 2013 and the rules made thereunder. BSR have confirmed that they hold a valid peer review certificate issued to them by The Institute of Chartered Accountants of India. The Statutory Auditors report to the members for the year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

3.3. Cost Audit & Maintenance of cost records

The appointment of Cost Auditor is not applicable to the Company under Companies (Cost Records and Audit) Rules, 2014. Further, the maintenance of cost records as prescribed under provisions of Sec 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the Company.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co., a firm of Company Secretaries in Practice, is the Secretarial Auditors of the Company as appointed by the Board of Directors in terms of Section 204 of the Act. The Secretarial Audit report given in ‘Annexure B was taken on record by the Board of Directors at their meeting held on May 15, 2024. The report does not contain any qualification, reservation, adverse remark or disclaimer.

3.5. Internal Auditor

M/s. Capri Assurance and Advisory Servicies, a firm of independent assurance service professionals, continues to be the Internal Auditors of the Company. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, ensure effectiveness of systems and processes, and assessing the internal control strengths in all areas including financial reporting. Internal Auditor findings are discussed with the process owners and suitable corrective actions are taken as per the directions of the Audit Committee on a regular basis to improve efficiency in operations. The Internal Auditor report directly to the Audit Committee. This Committee while reviewing their performance scope, functioning, periodicity and methodology for conducting the Internal Audit, has taken into consideration their confirmation to the effect that their infrastructure, viz., Internal Audit structure, staffing and seniority of the officials proposed to be deployed etc. which are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

4. Directors Responsibility Statement

In terms of Section 134(3)(c) read with section 134(5) of the Act, the Directors, to the best of their knowledge and belief based on the information and explanations obtained by them, confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures; b. they had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities; d. they had prepared the financial statements for the financial year on a ‘going concern basis; e. they had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively; and f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

5. Related Party Transactions (RPT)

All RPT that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. The Company has not entered into any transaction of material nature with any of the promoters, directors, management or relatives or subsidiaries etc., except for those disclosed in AOC-2 (Refer ‘Annexure C) of this annual report. There are no materially significant RPT made by the Company with related parties which require approval of the shareholders / which have potential conflict with the interest of the Company at large.

All RPT are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are entered in the ordinary course of business and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

All RPT are approved by the Independent Directors who are members of the Audit Committee.

The Company has put in place a proper system for identification and monitoring of such transactions. Save as disclosed in this report none of the Directors or Key Managerial Personnel have any pecuniary relationships or transactions with the Company. The policy on RPT as approved by the Board has been disclosed in the policies section of the website of the Company and is available at the web link: https://ranegroup.com/investors/rane-holdings-limited/.

None of the Directors or Key Managerial Personnel or Senior Management Personnel has anymaterialfinancialandcommercialtransactions (except payment of remuneration / sitting fee, as applicable), where they have personal interest, which may have potential conflict with interest of the Company at large.

6. Corporate Social Responsibility (CSR)

The Rane Groups vision on Corporate Social Responsibility (CSR) is: ‘to be a socially and environmentally responsible corporate citizen. The CSR activities of Rane Group focus on four specific areas of (a) Education; (b) Healthcare; (c) Community Development; and (d) Environment. The CSR Committee of the Board is responsible for recommending CSR projects and activities to the Board in line with the CSR policy. The CSR Committee monitors and reviews the implementation of CSR activities periodically. The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee.

During the year the Company was required to make a CSR contribution of 61.71 lakhs towards CSR activities for the year. The ‘Annexure D to this report contains the annual report on CSR activities of the Company for FY 2023-24. The CSR policy of the Company has been disclosed under the Corporate Governance Section on the Investors page on the website of the company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/.

Further, in terms of the CSR Rules, the CFO has certified to CSR Committee that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for FY 2023-24.

7. Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company is conscious of the imperative to protect the environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. In view of the nature of activities of the Company, disclosure relating to technology absorption is not applicable to the Company.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3) (m) read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder: Foreign Exchange earnings and outgo ( in Crores)

Foreign Exchange	2023-24	2022-23
Earnings	5.19	0.35
Outgo	10.73	1.44

8. Corporate Governance Report

Your Company is committed to maintaining the highest standards of corporate governance in spirit and also a leader in complying with the regulatory norms under the SEBI regulations and other laws and regulations applicable to the Company. The Corporate Governance Report and the certificate issued by the Statutory Auditors are available in ‘Annexure E to this report.

9. Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Report as applicable to the Company in terms of Regulation 34(2) of SEBI LODR for FY 2023-24 is provided in ‘Annexure F to this report. The Company practices various business responsibility initiatives as per the Business Responsibility framework of the Rane Group. This framework is developed and steered at Rane group under the able leadership and guidance of Mr. L Ganesh, Chairman & Managing Director who is also responsible for the implementation of the Business Responsibility initiatives.

10. Particulars of Directors, KMP and employees

The details in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 available in ‘Annexure G to this report. Pursuant to Section 136(1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.

11. Risk Management

The Risk Management Committee of the Board periodically reviews the risk management policy and its procedures.

The Company has in place a Risk Management Policy covering internal and external risks including information security, cyber security, Environmental, Social and Governance (ESG) related etc., measures for risk mitigation including systems and processes for internal control to identify risks associated with the Company and measures to mitigate such risks. The details of composition, scope and the meetings held during the year are provided as part of the Corporate Governance report are provided in ‘Annexure E to this report.

12. Other disclosures a. Details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. b. The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report. c. There was no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. d. The policies approved and adopted by the Board have been made available under the Corporate Governance section on the Investors page on the website of the Company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/ e. The copy of the Annual Return is available under the Corporate Governance section on the Investors page on the website of the Company at the web-link: https://ranegroup.com/investors/rane-holdings-limited/ f. The Company has complied with the applicable Secretarial Standards, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) as per section 118(10) of the Act. g. The details regarding unpaid / unclaimed shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report. h. The Company does not accept any deposits falling under the provisions of section 73 of the Act and the rules framed thereunder. i. The Company has established a formal vigil mechanism named ‘Rane Whistle Blower Policy for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. The policy which is also available on the intranet portal of the Company provides adequate safeguard against victimisation and for direct access to the Chairman of the Audit Committee for the employees and state their complaints / grievances.

j. The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), comprising of Presiding Officers and members with an appropriate mix of employees and external subject matter experts. During the period, the details of complaints received / resolved or pending are as under: No. of complaints received during the year – Nil No. of complaints disposed off during the year – Nil No. of complaints pending as on end of the year – Nil k. In view of the exemptions available vide General circular 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs ("MCA") read with previous circulars and SEBI Circular dated October 07, 2023, the company will not be dispatching hard copies of the Annual Report to the shareholders. The full Annual Report will be made available on the website of the Company and will also be disseminated to the stock exchanges where shares of the Company are listed. The hard copies of the Annual Report will be made available to those members who are specifically requesting for the same. The electronic copies of the annual report and the notice convening the 88^th AGM would be sent to all the members whose e-mail addresses were registered with the Company or their respective Depository Participants.

Annual General Meeting l. The 88^th AGM would be conducted through video conferencing or other audio-visual means on Friday, August 02, 2024 at 14:00 hrs (IST). The notice convening the 88^th AGM shall contain detailed instructions and notes in this regard.

Acknowledgement

We thank our Investors, Customers, Vendors, Bankers, Regulatory and Government Authorities, Reserve Bank of India, Stock Exchanges and Business Associates for their assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.

		For and on behalf of the Board
	Harish Lakshman	Ganesh Lakshminarayan
	Vice-Chairman &	Chairman &
Place: Chennai	Joint Managing Director	Managing Director
Date: May 15, 2024	DIN:00012602	DIN:00012583